REIMBURSEMENT AGREEMENT
Exhibit
10.48
This
Reimbursement Agreement (this “Agreement”),
dated as of January 1, 2009, is made by and between Ener1 Group, Inc., a Florida
corporation (“Group”),
and Ener1, Inc., a Florida corporation (“Ener1”).
WHEREAS, Xxxxxxx Xxxxxxxxxxxx (the
“Executive”)
is employed by Group as its Chief Executive Officer and by Ener1 as its Chief
Executive Officer and Chairman of the Board;
WHEREAS, for administrative
convenience, the parties wish to have Group pay some or all of the annual
compensation earned by the Executive, and for Ener1 to reimburse Group for the
amount of such compensation relating to the Executive’s time spent in providing
services to Ener1; and
WHEREAS, the parties wish to document
the terms of such reimbursement;
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Reimbursement. Ener1
will reimburse Group for an amount of the Executive’s annual compensation (the
“Reimbursable
Amount”) as shall be reasonably determined in good faith by Ener1’s Board
of Directors or its Compensation Committee (the “Ener1
Board”), such determination to be made periodically, but no less
frequently than annually. In determining the Reimbursable Amount for a given
period, the Ener1 Board will take into account the amount of time the Executive
spends on Ener1 matters during such period compared to the amount of time the
Executive spends on Group matters during such period. The Ener1 Board will
notify Group of its determination, which shall be binding absent a conclusive
showing of bad faith or manifest error on the part of the Ener1
Board.
2. Governing
Law; Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within such state. The exclusive jurisdiction and
venue or any dispute, controversy or claim arising out of or in relation to this
Agreement, including the validity, invalidity, breach or termination thereof,
with respect of this Agreement shall rest in the federal and state courts in the
City of New York, Borough of Manhattan, and no party shall claim that such venue
is inconvenient or improper.
3. Entire
Agreement; Amendment, Waiver. This Agreement contains the entire
understanding between the parties hereto and supersedes any and all prior
agreements, understandings, and arrangements relating to the subject matter
hereof. No amendment, modification or other change to, or waiver of any
provision of, this Agreement may be made unless such amendment, modification or
change is set forth in writing and is signed by each of the parties
hereto.
4. Notices. Any
notice, demand or request required or permitted by the terms of this Agreement
to be given by either party to the other shall be in writing and shall be deemed
delivered (i) when delivered personally or by verifiable facsimile transmission,
unless such delivery is made on a day that is not a business day, in which case
such delivery will be deemed to be made on the next succeeding business day,
(ii) on the next business day after timely delivery to an overnight courier and
(iii) on the business day actually received if deposited in the U.S. mail
(certified or registered mail, return receipt requested, postage prepaid),
addressed as follows:
(a) If
to Ener1:
Ener1,
Inc.
0000
Xxxxxxxx, Xxxxx 00X
Xxx Xxxx,
XX
Attention: General
Counsel
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(b)
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If
to Group:
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Ener1
Group, Inc.
c/o
Ener1, Inc.
0000
Xxxxxxxx, Xxxxx 00X
Xxx Xxxx,
XX
Attention: Chief
Financial Officer
or to
such other person or address as either party shall furnish by notice to the
other party in writing.
5. Counterparts. This Agreement may be
executed in two counterparts, each of which shall be deemed an original and both
of which together shall constitute the same agreement. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile
transmission or electronic delivery of a PDF file.
6. Headings. The headings in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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ENER1,
INC.
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ENER1
GROUP, INC.
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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